The opinions expressed herein are subject to the following qualifications:
(i) the effects of bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting creditors’ rights generally, and to the effects of general equity principles; (ii) the enforceability of the Agreement and the Guarantee in
accordance with their terms may be limited by laws affecting the remedies that they provide for (which laws do not, in our opinion, make the remedies provided therein inadequate for the realization of the benefits intended to be provided thereby);
(iii) the enforceability of limits on AirTran’s assignment or transfer are subject to Uniform Commercial Code § 9-407 and §2A-303; (iv) no opinion is given in Paragraph (b) as to any provision purporting to waive rights to objections,
legal defenses, statutes of limitations, or other benefits that a guarantor cannot waive in advance under applicable law; (vi) no opinion is given as to the enforceability of any provision in the Agreement or Guarantee that waives any obligation of
good faith, fair dealing, diligence, or reasonableness, that insulates any person from the consequences of its own misconduct, that makes a person’s determinations conclusive, that requires waivers and modifications to be in writing in all
circumstances, that states that all provisions are severable, that waives trial by jury, or that makes a choice of forum and (v) no opinion is given as to the provisions of the Agreement or Guarantee whereby AirTran or Holdings submits to the
jurisdiction of the United States District Court for the Southern District of New York the New York courts in New York County. 

  

 In rendering the opinions above, we have relied, without making any independent investigation with respect thereto, upon the opinion issued by
AirTran’s Legal Department delivered to you on the date hereof, as to the matters addressed therein.